COOPERATION AGREEMENTCooperation Agreement • March 8th, 2016 • Voce Capital Management LLC • Security brokers, dealers & flotation companies • Delaware
This Cooperation Agreement dated March 4, 2016 (the “Agreement”) is by and between Philadelphia Financial Management of San Francisco, LLC (“Philadelphia Financial”), Justin Hughes, and Voce Capital Management LLC (“Voce”) (each of Philadelphia Financial, Mr. Hughes and Voce, a “Stockholder” and together, the “Stockholder Group”) and Investment Technology Group, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Form of Nominee AgreementNominee Agreement • December 23rd, 2019 • Voce Capital Management LLC • Title insurance
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) to be proposed by Voce Capital Management LLC or an affiliate thereof (the “Soliciting Party”), to stand for election as a director of Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Company”), in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted by the undersigned and certain other parties, or appointment or election by other means. You further agree to serve as a director of the Company if so elected or appointed. The undersigned agrees on behalf of the Soliciting Party to pay the costs of the Proxy Solicitation.
TERMINATION OF JOINT FILING AND GROUP AGREEMENT March 4, 2016Termination of Joint Filing and Group Agreement • March 8th, 2016 • Voce Capital Management LLC • Security brokers, dealers & flotation companies
Each of the undersigned is a party to that certain Joint Filing and Group Agreement, dated November 3, 2015 (the “Joint Filing and Group Agreement”). Each of the undersigned hereby agrees that the Joint Filing and Group Agreement is terminated effective immediately.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • March 3rd, 2015 • Voce Capital Management LLC • Security brokers, dealers & flotation companies
This Agreement (this “Agreement”) is made and entered into as of March 2, 2015, by and among (1) Philadelphia Financial Management of San Francisco, LLC, Boathouse Row I, L.P., Boathouse Row II, L.P., Boathouse Row Offshore Ltd., OC 532 Offshore Ltd., Justin Hughes and Jordan Hymowitz (collectively, “PFM”) and (2) Voce Capital LLC, Voce Capital Management LLC and J. Daniel Plants (collectively, “Voce” and with PFM, each a “Party” to this Agreement, and together, the “Parties” or the “Group”).
COOPERATION AGREEMENTCooperation Agreement • April 9th, 2015 • Voce Capital Management LLC • Security brokers, dealers & flotation companies
This Cooperation Agreement dated April 8, 2015 (the “Agreement”) is by and between Philadelphia Financial Management of San Francisco, LLC (“Philadelphia Financial”), Justin Hughes, and Voce Capital Management LLC (“Voce”) (each of Philadelphia Financial, Mr. Hughes and Voce, a “Stockholder” and together, the “Stockholder Group”) and Investment Technology Group, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
PURCHASE AGREEMENTPurchase Agreement • May 26th, 2022 • Voce Capital Management LLC • Electromedical & electrotherapeutic apparatus
Voce Capital Management LLC on behalf of investment funds and vehicles (collectively, the “Investment Vehicles”) managed and advised by Voce Capital Management LLC that will be allocated and purchase the Notes (as defined below) (Voce Capital Management LLC and/or the Investment Vehicles, as applicable, the “Undersigned”), is entering into this Purchase Agreement (the “Agreement”) with Cutera, Inc. (the “Company”) on May 24, 2022, whereby the Undersigned will purchase (the “Purchase”) the Company’s 2.25% Convertible Senior Notes due 2028 (the “Notes”) having the terms set forth on Exhibit A hereto that will be issued pursuant to the provisions of an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • March 8th, 2019 • Voce Capital Management LLC • Title insurance
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 4th, 2019 • Voce Capital Management LLC • Title insurance
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • December 14th, 2015 • Voce Capital Management LLC • Electromedical & electrotherapeutic apparatus
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Cutera, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 16th, 2015 • Voce Capital Management LLC • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of FBR & Co., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
JOINT FILING AND GROUP AGREEMENTJoint Filing and Group Agreement • November 12th, 2015 • Voce Capital Management LLC • Security brokers, dealers & flotation companies
This Joint Filing and Group Agreement (this “Agreement”) is made and entered into as of November 3, 2015, by and among (1) Philadelphia Financial Management of San Francisco, LLC; Boathouse Row I, L.P.; Boathouse Row II, L.P.; Boathouse Row Offshore Ltd.; OC 532 Offshore Ltd.; Justin Hughes and Jordan Hymowitz (collectively, “PFM”) and (2) Voce Capital LLC, Voce Capital Management LLC and J. Daniel Plants (collectively, “Voce” and with PFM, each a “Party” to this Agreement, and together, the “Parties” or the “Group”).
